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  “Conflict of Interest”

Article I

Purpose

The purpose of the conflict of interest policy is to protect Newburg Tennis Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board Member or Officer of Newburg Tennis Association or may result in a possible excess benefit transaction. This policy is intended to supplement but not to replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

Definitions

Interested Person

Any Board Member or Officer with governing board delegated powers, who has direct or indirect financial interest, as defined below, is an interested person.

Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family. An ownership or investment in any entity with which Newburg Tennis Association has a transaction or arrangement. Compensation arrangement with Newburg Tennis Association, or with any entity or individual, with which Newburg Tennis Association has a transaction or arrangement with. Potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Newburg Tennis Association, is negotiating a transaction, or arrangement.

Article III

Procedures

1. Duties to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board Members and Officers, and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest, exist.

3. Procedures for Addressing the Conflict of Interest
   1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
   2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether Newburg Tennis Association can obtain with reasonable efforts a more advantages transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
   4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested person or committee whether the transaction or arrangement is in Newburg Tennis Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, a decision as to whether to enter into the transaction or arrangement.
4. Violations of Conflict of Interest Policy
   1. If the governing board of committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
   2. If, after hearing the member’s response and after making investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Annual Statements

1. Each Board Member and Officer and member of a committee with Board delegated powers shall annually sign a statement which affirms such persons:
   1. Has received a copy of the conflict of interest policy
   2. Has read and understands the policy
   3. Has agreed to comply with the policy, and
   4. Understands Newburg Tennis Association is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
2. Each voting member of the Board shall annually sign a statement which declares whether such person is an independent director.
3. If at any time during the year, the information in the annual statement changes materially, the director shall disclose such changes and revise the annual disclosure form.
4. The Board of Directors shall regularly and consistently monitor and enforce compliance with this policy be reviewing annual statements and taking such other actions as are necessary for effective oversight.

Article V.

Period Reviews

To insure Newburg Tennis Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize our tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with organizations conform to Newburg Tennis Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.